A Picture's Worth
by ellenvictoria22
Summary: This is a fanfic I wrote about four years ago based on two episodes of The Nanny. I need to free space off of my computer so I'm posting this just so I can save it. It's not the best writing I've ever done, but I was pretty proud of it at the time. At the same time, I don't have the heart to delete it completely!


If A Picture's Worth A Thousand Words, Why Can't You Say Those Three Important Ones?

Maxwell Sheffield couldn't believe that he had actually volunteered Brighton, Niles and himself to clean out Sylvia's storage room. He must have been a glutton for punishment because this was going to be a task of monumental proportions. Although, cleaning out this room, would give him a chance to get to know the woman of his dreams a little bit better. Fran Fine had been in his life for five years as his children's nanny and after a while, had become an important entity in his world. Sure, they've had their ups and downs, such as "The Thing" and other events not really worth mentioning, but they've been able to come through it together. The only thing standing in their way was Maxwell's inability to get over his fear of commitment and the guilt over his late wife Sara. Lately, his thought process was getting better and he knew that any day now, he would be able to express to Fran how he felt and they could start their lives together. He just couldn't seem to get out of his own way and embark on, what he felt, was the best life journey he could ever take.

"Boys, thank you so much for helping me with this! I know that if I had just done this myself, it would've taken me forever," said Sylvia, frankly.

"Our pleasure, Sylvia," stated Brighton.

As the men entered the storage room, they were aghast on how cluttered and junk filled the space was. There were boxes everywhere and mannequins with old fashioned clothing material. They could tell that this room hadn't been touched in years and that Sylvia was possibly just waiting for the right offer to come along for someone to help her clean it out. Maxwell was the first one to step in and start sorting through a pile of boxes that had been labeled "**Nadine**", who was Fran's older sister. As he was going through all of her mementos, his memory started going to when Nadine had helped out the Sheffield house a few years ago when Niles was auditioning for Max's many backers. She had been shamelessly flirting with him and of course, he was being taken with how she was treating him. Fran, on the other hand, was extremely jealous and Max thought she was crazy, just like always. Deep down, he thought that her envious nature was adorable, which just cemented his feelings about Fran even more.

After going through all of Nadine's boxes, he stumbled upon a box labeled "**Fran's Childhood Box**." Max knew that this box was going to hold all of his love's childlike secrets and mysteries, which of course, he couldn't wait to explore. Imagining Fran as a little girl with a cute nasal voice made his heart start to beat out of his chest and his fingers shake. He knew that going through this box was going to bring him closer to Fran and he was fully prepared to go with this. The box had birthday cards in it and an old rag doll that looked like it had seen better days. It also had pictures of Fran from her first day of kindergarten and from Hanukkah. There was that Hanukkah bush she had described to the family when she was celebrating her first Christmas with them. This was beginning to become too much for him to look at, but for one reason or another, he couldn't stop exploring the box that was almost like a secret window into Fran's past. Max thought that maybe if he continued to look inside the box, it would become a necessary step so that he could easily move into a new phase of his relationship with Fran. Getting to know her better or feeling as if he knew her better would be a great way to ease into the rest of their lives. He already knew a lot about her, but this was getting to know a different side that not everyone was privy to…a side that maybe was too intimate for anyone else to know about.

"God Dad, how long is this going to take you? Niles and I have already organized all of Sylvia and Morty's pictures, Sylvia's diet books and Morty's 30 hairpieces." You've only gone through Nadine's boxes and one box of Fran's," complained Brighton.

"Well, son, I'm just being thorough! Sylvia didn't want this to be a half ass job and at least to me, it's not going to be. Now, get back to work!" commanded Max. He was a little annoyed that his son had taken him out of his dream world and back to the reality that he didn't care for, at least at the moment.

A few hours later, the job progressed and there were only a few random boxes of photos that still needed to be gone through. Sylvia offered the boys some Entenmanns's Louisiana Crunch Cake and lemonade. While they snacked on the delicious treat, Maxwell couldn't help, but to ask questions of the discoveries he had made while going through certain boxes.

"Sylvia, I noticed a few pictures of Fran next to the Hanukkah bush. How old was she in those pictures?" asked Max, inquisitively.

"That girl was so persistent about getting that ridiculous bush since a lot of her other friends had Christmas trees. Finally, one year, I believe in the pictures you came across, she had been 6 years old, she kept drawing these pictures of a Hanukkah bush and writing on them, 'I want a Hanukkah bush this year! Make it happen!' Finally, Morty and I had had enough and we got one. With that girl being so annoying, I mean _adorable_, we couldn't deny her the one thing she really wanted."

Max was glad that he heard that story about his darling Fran. It gave him further insight into Fran's world and possibly made him fall in love with her even more than before, if that was even possible. The look on his face must have given away his love and curiosity because Niles starting smirking in his general direction. Of course, Yenta Niles could always be accounted for when it came to meddling in his and Fran's quasi-relationship. He was so thankful for his trusty butler because if it weren't for him, he and Fran would be nothing, but employer and employee…maybe not even that.

The boys resumed their work and since there were only six boxes left, each guy got two to go through. Max decided to pick up the two boxes that said **"1995-1996".** Max wondered to himself if there were going to be any pictures of him or his family in the box. Leafing through the box, he stumbled upon a packet of pictures that were labeled "**Fran"**. These would definitely be something to see because they would most likely be pictures of Fran interacting in her own life, possibly without him or the kids by her side. A few pictures looked like it was taken at a bar mitzvah and a few Temple events that just Sylvia and Morty had attended without Fran. There were definitely some interesting characters in these photos and Max couldn't help, but wonder that if he and Fran were to get married and start their lives together, that some of these people would be in their lives constantly. That wouldn't a bad thing necessarily.

He came across a few pictures from the cruise that the whole family took for Brighton's confirmation. There was a gorgeous picture of Fran with the kids, Yetta hanging onto Niles' shirt and C.C.'s shirt, as well. These pictures made him laugh a bit to himself and he knew that he was going to have to ask Sylvia if he could make copies of these. Then, he saw an absolutely gorgeous picture of him and Fran after they "danced on water" when Fran found out that Steve, the guy her mother set her up with, was a stowaway. They definitely were a photogenic couple and for some reason, he couldn't even take his eyes off the picture. The one behind it was even more startling. It was of him and Fran on the deck in the sunlight, staring in each other's eyes. He didn't even realize that Sylvia had been sneaky and taken this picture. Discreetly, Max put this special picture in the back pocket of his jeans and went back to looking at the pictures.

All of a sudden, he came across a picture of Fran in one of the weirdest outfits he has ever seen her in and he thought he saw all of her crazy ensembles. She had a long white dress on and some kind of veil type hat on. She looked like she had been posing on purpose and she looked happier than he has ever seen her. Max quickly looked at the back of the picture to get some kind of indication of what this was for. Maybe it had been a funny take on a Halloween costume, but that year, he remembered her going as a sexy vixen witch. The back of the picture was written in Sylvia's handwriting "**Fran in my wedding dress, November, 1995".**

"Hmm," Max thought to himself, "what reason would Fran have to wear her mother's wedding dress in November? This was definitely not for Halloween"

All of a sudden, he felt a presence behind him and he quickly turned around to see Sylvia smiling at him, knowing he was about to ask her the reasoning behind her youngest daughter in her simply stunning wedding dress. She knew that this day would come and of course, when it did, Sylvia was going to have the best explanation ready for Maxwell. The first part of that cold day in November was one of the happiest of her and Fran's lives, but then quickly turned to disappointment by the end of it. For some nostalgic reason, Sylvia felt it was important to keep that picture to remind her that her daughter and Mr. Sheffield would eventually find their way to each other, even if it took forever.

"Oh, Mr. Sheffield…I forgot about that picture! I forgot how beautiful my Frannie looked in my wedding dress. I still can't believe I was that size at one point in my life," explained Sylvia.

Max had to definitely agree with Sylvia about how Fran looked and also that she could fit into that small dress at one point. He also felt that Sylvia was avoiding the subject on why Fran was dressed up in her mother's wedding gown. For some reason, it wasn't clicking in Maxwell's memory why she would have any need to try one on, especially her mother's. Looking at the date, it wasn't for that philandering Frenchman because that was springtime of 1996 that she was engaged to him temporarily.

"Why was she trying on your wedding dress? Wishful thinking, practice for that special day that she would be able to try it on?" inquired Maxwell.

"Well, Mr. Sheffield, I don't feel very comfortable telling you, but I suppose if I don't, it'll never become explained and my motherly intuition is demanding that it is important you understand."

Sylvia and Maxwell kept staring at that picture for what seemed like several hours, when in reality, it was only a few minutes. They didn't even realize that Niles and Brighton had gone to watch the basketball game with Morty because they felt that the way Sylvia was talking, it was to be a private conversation between the two of them. Maxwell had been waiting for the Jewish woman in front of him to start explaining the picture that he held in his hands. The suspense was killing him and she was shocked that he hadn't put the pieces of the puzzle together on why she was trying on the beautiful white gown.

"Mr. Sheffield, I just want to let you know that I think you're a great man and a wonderful father and I don't want you to feel guilty about the story I'm about to tell you," stated Sylvia. Max was starting to get worried about what he was about to hear. It must've had something to do with him because she was making sure that he wasn't about to become insecure about his life or his character.

"This picture was taken right around the time that your mother was visiting you from England," explained Sylvia, as she looked for some indication on Maxwell's face that he knew what she was talking about. At first, the look on his face was that of a person that was listening intently to a story, but after Sylvia explained exactly when the picture was taken, his face turned to horror.

Maxwell had known that Fran had taken him seriously about his impulsive and vengeful proposal, but he didn't know the extent of his actions. He didn't know that it had gone as far as her trying on Sylvia's old wedding dress. He suddenly started to feel very sick and his stomach was doing painful flips. He was starting to sweat and he felt his legs were going to give out from under him.

"That's…that's when I proposed to Miss. Fine to get back at my….mother for not…being supportive of me," choked Maxwell. He could barely get his explanation out without feeling terrible guilt and hurt. All of a sudden, he felt the most unbearable pain, but of course, it probably didn't measure up to the pain that his beautiful Fran had to endure after she had realized that he blurted it out just to spite his mother.

"Mr. Sheffield, that's the one thing about my daughter. Yes, she was disappointed, but she also understood and after meeting your mother, she could see why your relationship with her was absolutely dreadful and beyond repair. I'm going to share my opinion with you because you're a captive audience…you're very lucky to have her in your life and you will never find anyone else like her. I believe any other woman would've left you or never have forgiven you, but my Fran stayed by your side because she saw something in you and knew one day you would change your mind and not take anything back."

Maxwell couldn't hear anymore of this because even though she wasn't trying to lay on the traditional Jewish guilt, he couldn't help feeling that way. He asked Sylvia if he could possibly have the picture of Fran and also if he could take a rain check on the last box that he never got a chance to go through. He explained to Niles and Brighton that he had to go home and lay down. He would leave the limo that they took into Flushing and he would take a cab home. Secretly, part of him was hoping when he walked into his Park Avenue mansion, that she wouldn't be there to greet him, but then the other part of him was hoping she was so he could just grab her in his arms and confess everything he has been feeling since that day she came into his life five years ago.

The cab ride home was the most difficult since the anticipation he had been feeling overcame him and his stomach was still doing flips, but now he was feeling nervousness, just like the ones that he usually felt before opening night. She always managed to get him to feel better. She would sit next to him in the theater, hold his hand, squeeze it to give him support and of course, she would slip him Tums every once in a while to make sure he was at ease and could at least enjoy his creation. She was a great support system in his life and had been pretty much acting like his wife this whole time. She knew how to schmooze with the big shots and their wives. Every time he would look over at parties they would go to together, he would look over at the beautiful creature that was as charming as she could possibly be without ever seeming phony. Finally, the cab pulled up to the mansion and pulled him out of his reverie. Opening the door to his home, he noticed that she wasn't home so he ran right up to his room, locked it and got into bed. Maybe after a small nap, his thinking would be clearer about what he should do about Fran and his feelings for her. He knew he loved her, but how would he tell her that without sounding like he had been exposed to the Jewish guilt that had been served by her mother.

During his nap, Max had a sort of dream montage of his life with Fran that just kept throwing his mind into a tailspin. He saw scenes such as their first serious kiss when he was helping her rehearse Shakespeare, he saw their dance at her camp reunion and he saw himself grab her and kiss her in front of that despicable Frenchman, Philippe. He also saw himself telling her that he loved her on the plane ride back from Paris, but then taking it back, the close encounter in London after seeing Celine Dion in concert and of course, the second close encounter in Niles' hospital room after he had his heart attack. Waking up in a cold sweat, he couldn't believe all the great times he had with Fran, despite the fact that sometimes those great times started out, well, not so great.

Maxwell got out of bed and made his way down the back stairs to the kitchen where, lo and behold, the love of his life was sitting. She looked at him with love in her eyes and their gaze never broke from the other one. Fran got up from the table, which revealed her very pregnant stomach as she walked towards him.

"Maxwell, I was wondering when you were going to get up. You were napping up there for quite a while," spoke Fran, calmly, "I was waiting for you to get up so I could tell you that I'm leaving you forever and that you waited too long to make your move. I could wait forever, but that wouldn't be fair to me or your niece and nephew."

Max couldn't believe what he was hearing. Had she really run off with his brother Nigel? He knew that both of them felt a slight attraction to each other, but had it really turned into a relationship that produced not one, but two children? How could she do that to him and his children? Maggie, Brighton and Grace had come to love her as their mother, but now were they going to have to love her as their aunt?

"Fran darling, what are you talking about?"

"I'm talking about the fact that Nigel and I are going to have a boy and girl. I know this is an odd way for you to find out that you're going to be an uncle to twins, but it's the best way I could think of to tell you. Nigel was ecstatic when I told him and I just want you to be happy for us."

Fran started walking away, but luckily Max had caught up to her before she got to the door. He knew he had to stop her before she walked out of his life forever to take up with his younger brother. This was going to have to be the moment when he took control back of his life and love.

"Fran, when did you and Nigel…you know, start this?"

"Max, I just couldn't wait for you anymore! You took back telling me that you loved me and I just couldn't stand around as you played with my feelings and my love for you! I feel I gave you five years and that was plenty. I'll just let you know one thing…_your brother_ has never done that to me!" yelled Fran, as she walked towards the door. "Goodbye Maxwell! I'll always love you, but unfortunately, you'll never be able to feel it from me again!"

"NOOOOO!" screamed out Maxwell, drenched in even more of a cold sweat than in his dream. He really couldn't even consider the second part a dream, but more like a nightmare from hell.

Realizing where he was, he ran into his bathroom, grabbed a towel and did his best to dry the sweat on his forehead. His heart was starting to beat regularly again and started to calm down. Unfortunately, his head wasn't any clearer and he didn't know how to pursue the rest of his unchartered relationship with Fran. He thought maybe if she was in front of him, he would get a better perspective on what he should do. Leaving his bedroom, he walked down the stairs to the foyer and took a quick glance of his surroundings. Just like it had been before, it was clear of any movement. Walking through the dining room and into the kitchen, there, just like in his nightmare, was Fran, sitting at the counter. She was reading a tabloid magazine and drinking coffee. She hadn't noticed him, so he took the opportunity to look at her and admire her focus on something, even if it was just reading a magazine. After a few minutes, she looked up and saw him staring at her with a certain look in his eyes. She never saw this look on him before and honestly, it was freaking her out a little bit.

"Hi Mr. Sheffield, can I do something for you?" asked Fran, wondering what he was thinking about.

"Oh, Miss. Fine, sorry, I just lost my train of thought. I also just woke up from a nap so my brain isn't fully awake yet."

"Ok, well, I was just about to go and watch a movie; would you like to watch it with me?"

"Sounds like fun! Which movie were you thinking of watching?"

"Well, it's not a classic or anything, but it's called _Forever Darling_. It stars Lucille Ball and Desi Arnaz. It's about a couple who have just gotten married and they're adjusting to married life. I absolutely love this movie!"

"It sounds like a good picture! By all means, let's watch! Why don't you go set it up and I'll get us some nosh to snack on! I know what you're like when you watch a movie!"

Fran nodded her head and continued into the living room. She loved how he knew her better than anyone. That was definitely a sign of his love for her because what boss knew that much about his employee. I'll bet he didn't know that much about Niles and C.C. and their movie watching habits. Thinking about this made Fran giggle a little bit and fill her heart with excitement.

During the movie, Fran had fallen fast asleep and Maxwell couldn't keep his eyes off of her or on the movie, for that matter. He watched her breathing become regular and he couldn't help, but think she looked so innocent. It was definitely the little things she did that made him fall in love with her, such as falling asleep in front of the television, buttering her toast in the morning, sipping from her coffee mug and even just walking down the stairs to the foyer. This was definitely killing him because he knew he had to confess his feelings for her soon and as he watched her, he knew the perfect way to do it. It might take a while, but he was ready, willing and able to get the ball rolling on his newest production, so to speak. He figured he would start by scooping her up in his arms and carrying her to her room. He gently laid her down on the bed, covered her over with her comforter and gave her a kiss on the cheek. She didn't wake up, but all of a sudden, a satisfied sigh came from her and a slight smile appeared on her mouth.

"This woman is too much for me to take," thought Maxwell, as he smiled down at her. With this thought, he left the room and started formulating a plan on how he would tell her the truth about everything.

The next morning, Fran woke up in her bed, feeling better than ever. She didn't know what made her sleep so well last night, but whatever it was, did the job. Feeling completely energized, she got out of bed, put on some junky clothes and decided to clean out her closet. There were a few things that she could give to Maggie and Grace that she knew she wasn't going to wear anymore so might as well give it to her two favorite girls. She thought that maybe implore the help of the Sheffield's trusty butler and her best friend, Niles. She was sure that he would be just the person to ask her to help her get rid of her possessions. As she was getting dressed, she tried to remember what happened last night. She was watching _Forever Darling _with Mr. Sheffield, but can't remember watching the end or even getting into bed for that matter. That was the strangest thing for Fran as she wondered what kind of spell he put under her. Whatever spell he put on her, it was definitely working on her in the best way possible.

"Here, Miss Fine, I've brought up some boxes for you to separate what you plan to give to Miss. Margaret and Miss. Grace," offered Niles.

"Thank you, Niles. Also, thank you for helping me! I know you're extremely tired from cleaning Ma's storage room yesterday, as well. Don't worry my closet is nothing like the storage room. I'm sure you found some odds and ends yesterday, but probably more odds," laughed Fran, with that nasal laugh of hers.

"Pretty much, but don't worry Miss. Fine, I'm happy to help you! I've always wondered what your closet was like so I'm going to take this experience to become an observer and to say that I've lived to tell the tale of Miss. Fine and her never ending closet."

Fran just ignored the butler's comment and started going through old shoeboxes of letters, photos or just mementos from certain events. She came across many different things, such as the letter of her pen pal, Lenny who stopped writing to her after that close encounter when they were supposed to meet at the Russian Tea Room. She had shown up with Max and Lenny assumed they were together. Another memento was the rose that Maxwell had picked and given to her when they were walking through a Parisian garden a couple years ago. Of course, it was wilted, but the memory was stronger than ever. The photos she came across were from her first backers' party at the Sheffield mansion where she felt out of place, but it didn't stop her from taking pictures, some pictures from the Caribbean cruise for Brighton's confirmation and of course, more pictures again from the fateful trip to Paris.

All of a sudden, Fran came across a picture that felt like a kick in her gut. It was of Maxwell, but the woman in the picture had a certain familiarity about her. As Fran looked at the picture closer, she discovered it was Leslie, the woman that Max had gone out with about four years back. The picture Fran had in her hand, she had taken when they were just walking out the door for their date. To this day, Fran could've kicked herself for not putting the red eye button on. As Fran examined this picture more clearly, she discovered the Leslie was not just unique, but a recognizable rarity. She remembered the conversation that she was having with this woman while they were waiting for Maxwell and everything that they were talking about seemed to be mirrored in each other. A faint memory of that night came flooding back to that night where that Yenta Niles kept hounding everyone in the house, asking them who Leslie reminded them of. That was definitely one of the most annoying things she had ever encountered with Niles, for sure.

"Miss. Fine, what are you looking at?" inquired Niles

"Oh, just this picture I stumbled upon in my closet. It's of Mr. Sheffield and that woman, Leslie that he went out with a few years ago. I still say she's a replica of Audrey Hepburn. She's very pretty, isn't she?"

"Whatever you say, Miss. Fine," said Niles annoyed, as he knew that the last statement that came out of her mouth was filled with jealousy.

"Niles, what did you think of her? Now, be completely honest with me…what did she have that I…"stopped Fran. She was about to slip and say something that maybe she didn't want the male version of Hedda Hopper to know.

"Oh, you can't be serious, Miss. Fine! I _have _to be completely honest with you now because if I'm not, this game between you and him will just continue and I can't let my two best friends continue to be blind to what's in front of them! I found Miss. Leslie to be the exact replica of not Audrey Hepburn, but of YOU!" screamed Niles, "That hair, that voice, as you put it, is the carbon copy of YOU, YOU, YOU!"

Fran didn't know how to respond to what Niles had just said to her. It was shocking to think that he could become angry like that. He was British, for goodness sakes. The only Brit that she had ever seen get angry was Mr. Sheffield and that was only after she had done something to ruin was of his business deals or used the last of his Wite-Out for her French tips. After hearing what she assumed she desperately needed to hear, she looked down at the photo that was still in her hands and knew that Niles had been right. It suddenly dawned on her that Leslie was an exact physical and mental match to her.

"Oh God, Niles, how could I have missed that? She was exactly like me, but of course, I didn't see it. I guess _he _didn't either. Although he said that he didn't feel anything with her, so maybe that was his way of saying that he didn't see anything happening with him and I," cried Fran.

At this realization, she couldn't stop the tears from pouring down her cheeks. She suddenly remembered the analogy that Max had said when he got home. This caused her to sob and to even start to shake because she couldn't help feeling that he was never going to look at her like that.

"Oh, Miss. Fine, I'm so sorry! I didn't mean to make you cry! Please stop because you know I can't stand it when you cry like that! I just needed to tell you the truth because that night he went out with Leslie, I was trying to tell you and him, but neither of you were listening, as usual," spoke Niles, softly this time.

"Niles, I'm not crying because of what you said to me just now. I'm crying because Mr. Sheffield is never going to see me in a romantic light. He said something to me that night after he had broken up with Leslie. It was something about ordering champagne and getting ginger ale and that even though they looked the same, the feeling you get when drinking it is completely different. I'm guessing that means that he wants a sophisticated blue blooded woman, but instead he's getting me, the thing he takes when his stomach is upset," whimpered Fran.

Niles had never seen Fran act this way before, so easily defeated. It was very unlike to not give it all she's got until there's nothing left. He was going to have to talk to Max, not as the "Yenta Butler", as they referred to him as, but as his trusting and concerned friend.

"Miss. Fine, I'm sure that's not what he meant. Maybe you should talk to him and ask him what's what," advised Niles.

"No, he's not the one I have to talk to right now, but I know who can give me the answers to everything that I need to know. I have to go get ready and make sure that I can meet with that person as soon as possible," said Fran and with that, she left her room to go get ready.

Later that day, Maxwell, wandered out of his office where he had been the whole day and into the kitchen, looking for his beautiful Fran, only to find Niles cleaning the inside of the stove.

"Hey Old Man, um, have you seen Miss. Fine? I haven't seen her all day since she didn't come to breakfast and she didn't even come to kibitz with me in my office."

"She had to go out somewhere…she actually seemed pretty upset this morning, but I'm not sure if I should be sharing that information with you," explained Niles.

"What do you mean, upset?! What happened to make her upset? I want to know right now, Niles! I have every right to know why my precious…uh, precocious employer is saddened," said Max, as he corrected himself, but his butler just gave him an incredulous look.

"Precocious, sir? Nice save, but I must say, I already know about your feelings for Miss. Fine, so if you would like to go back to your original word usage of 'precious', that is just fine with me."

"Come on, Niles, just tell me why Miss. Fine is so upset!"

Niles knew that the time had come where Max had to know what was bothering his nanny because he surely wasn't the sharpest tool in the toolbox to when it came to her feelings.

After telling his employer the whole story, he felt a lot better about this situation that everyone seemed to be involved in. Hopefully, now that Max is clued in about what's going on, he and Fran, as well, can be put at ease and move forward in their relationship.

The look on Maxwell's face topped the one that he had on his face the day before when he learned how seriously Fran took his proposal a couple years ago. He turned white and all of a sudden, couldn't speak and could barely stand. He sat down at the counter and let everything sink in to what had just been explained to him.

"I can't believe she thinks that I meant that with my champagne/ginger ale analogy. That's not what I meant at all. What I meant was that Miss. Fine was the champagne and Leslie was the ginger ale. They looked the same, but didn't make me feel the same. I certainly didn't mean that I was looking for a sophisticated woman over Miss. Fine. She's the woman I love and no other woman on this Earth will ever make me think differently."

"Well, maybe you should be telling her this, mister! She already doubts your relationship more than she ever has, so this isn't good! You better do something about her uncertainties unless you would like to lose her forever."

"Niles, I'm surprised I haven't already. I need to confess something to you that has been plaguing me since yesterday."

Max told his best friend the story of finding that picture with Fran in the wedding dress and how she had taken him seriously when he proposed to her. The guilt that had overridden him was now dissipating and excitement as he told Niles his plan to make Fran his, had set in. Maybe it wouldn't take as long as he thought. It could be easily done by tonight, if time allowed him to make things right.

Fran came home late that night, trying to make an appointment with the one person that could help her solve her life's problem in one easy step. No such luck until tomorrow when that certain somebody was coming back from her _honeymoon_ after marrying her boss in a small ceremony on Maui. Yes, the one woman who could help her was of course, Leslie. She wanted to get all the details of what happened on their date that could maybe give her any indication of what was spoken about between the two of them.

All of a sudden, Fran started to get hungry when she smelled an intoxicating aroma coming from the dining room. As she entered, she noticed immediately that the lights were dimmed and the only light was emanating from the candles that were lit all around the room. The dining table was gone and was replaced with a smaller table that was set for two. As she was taking in the beautiful atmosphere, Maxwell walked in the room, quickly setting his gaze upon Fran. He swiftly walked over to her, grabbing her in his arms and kissing her with all the love that he could possibly possess for her. She quickly felt her legs give out from under her and almost fell, but luckily didn't. If it weren't for his strong arms, she would've passed out for sure. The kiss ended and Maxwell couldn't do anything, but stare at Fran intently, making a memory of how she looked at that particular moment.

Fran, who didn't know what else to do, couldn't possibly stay where she was standing. She suddenly turned around and ran out of the dining room. Max knew he had to run after her to find out what was wrong. The chase continued out the dining room, through the living room, into the foyer, up the stairs, down the hall and concluded at Fran's room. Opening the door and then slamming it, Fran locked the door and crumpled to the floor, sobbing hysterically. Max had followed her all the way to her room and pounded on the door, demanding she open it.

At this point, Fran was crying so much, she couldn't even formulate her words. All that could be heard was her crying, which made Max want to open the door and get her in his arms at once. Finally, kicking the door in, he ran in and saw the scene set for him. He quickly bent down to where Fran was laying and gathered her up in his arms. Rocking her back and fourth, he leaned against the bottom of her bed and just comforted her the best way he knew how.

"Fran, my darling…what's the matter?" asked Max, now wondering what had just happened.

"Mr. Sheffield, I don't want anything from you out of pity! I don't want you to feel you have to kiss me and love me, or whatever you feel for me, because you feel you have to. I'm going to Ma's tonight and tomorrow, when I come home, we can discuss what to do from there," stated Fran, as a matter of factly. With that, Fran grabbed a bag, threw some clothes in, and left a confused and shocked Maxwell, who, by this point was just sitting staring off into space.

"Hold on, Fran!" yelled Maxwell, from the hallway to down the stairs, "you can't just do that! You can't just leave after everything that has transpired between us in the past 10 minutes. We need to have a talk, a very important one that requires both of us to be present for it."

"You know what, Mr. Sheffield, you can have that talk with yourself and as I said upstairs, when I come back tomorrow, we can discuss how to further or decrease our relationship. Until then, Mr. Sheffield, I can't talk to you about us. I'm sorry," said Fran, and with that, she left.

The next day came so slowly that it was a struggle for either Fran or Max to get a decent amount of sleep during the night. Both had so much on their minds that they couldn't grasp the certainty of their future, whether it is together or apart.

Fran woke up at her parent's apartment, got ready and head out the door to the appointment she had made with Leslie. Sooner rather than later was what Fran wanted because the sooner she went, the sooner she could talk to Maxwell. She arrived at Leslie's house and was greeted by the friendly face that she had encountered four years ago.

"Hello, Fran! Oh my goodness! It is so good to see you!" exclaimed Leslie

"Hello, Leslie! It's very good to see you too! Thank you for seeing me on such short notice, but it was very important that I talk to you!"

"Don't worry, I understand and I'm pretty sure I know why you're here, so why don't we skip the small talk and get right to it! You're here because you want to know why Maxwell picked me over you to go out with when there are such specific similarities between us, right?" All Fran could do with the shocked expression on her face was nod at what Leslie had just said.

"Fran let me start at the beginning and hopefully, after I'm done, you'll be able to comprehend what I'm sure everyone in your life has told you to be true. When I met Maxwell at the club and I asked him if he was involved, naturally he explained that he was a widower and that he had three beautiful children and a wonderful nanny in his life. I found that to be a bit odd, but I just shrugged it off. After a while of dancing, he told me that he wanted to go look for you so that he could introduce us. When we left for our first date, as soon as we got in the limo, he started to go on and on about how nervous he was about our date, but that you had calmed him down and even picked out the outfit he was wearing. That night, at dinner, he talked about all the times he had with you, thus far, in the short year you had been with him. How you threw a debutante party for Maggie with a fortune teller, you were in a mother-daughter beauty pageant with Grace even though you weren't her actual mother, how you had "tamed" Brighton and how you in general brought him and his children back together again. To sum it up, all he did all night long was talk about you!"

Fran just sat there, with the tears welling up in her eyes. Surprisingly enough that was not what she thought Leslie was going to tell her happened on their date. The tears that had just been threatening to fall started falling like crazy. She needed to get out of that house immediately and go talk to Maxwell. He really did love her and that is probably what he wanted to talk to her about last night. As quickly as she had gotten to Leslie's, she excused herself, thanking Leslie for telling her exactly what she needed to hear and that she wished her well.

Fran ran from the bus stop to the beautiful Park Avenue mansion that she had called home for the past five years and that she hoped to call her permanent home for the rest of her life. She opened the door and only had one goal, which just happened to be to find Maxwell and tell him everything he needed to hear.

"Maxwell! Where are you?! Please tell me you're home!" screamed Fran, standing in the foyer, waiting for some kind of sign that he was home.

"Fran?! Is that you?!" yelled Maxwell, as he ran from his office into the doorway of the living room, only to spot the most beautiful woman he had ever seen standing in the foyer, looking at him.

The two of them ran as fast as their feet could carry them, while having them meet in the direct center of the living room. Fran ran right into his open arms, without hesitation. That was the best physical contact that the two of them have ever experienced together. Maxwell squeezed her as tightly as he could, for fear that she would leave as abruptly as she did the night before. Fran could feel his fear and reciprocated the intensity of their beautiful hug. After holding onto each other for what seemed hours, they stepped back slightly, only to look at each other longingly.

"You're back, I can't believe it," whispered Max. He was incredulous that any of this was happening and that maybe it was just a wonderful daydream he was having because of the lack of sleep he got the night before.

"Yes I am and I need to explain to you where I had to go before we could have that talk you wanted to have last night. I don't want you to be mad at me, but I went to visit Leslie," stated Fran, as straightforward as she could be.

"Leslie? Who's Leslie?" asked Max, but as soon as he asked her that, he realized and his confusion had turned into a slight annoyance on why she had to bring up old romances. He couldn't believe his stupidity when he couldn't even remember part of the reason that they were in this predicament in the first place, but then again, lack of sleep on anyone can make then forget the simplest things.

"I needed some things clarified that I knew you really couldn't answer to my satisfaction and I knew that she could, so that's why I went to see her. By the way, she's married to her boss, remember the one that I said that she was going to fix me up with. Can you believe it? They just came back from their honeymoon in Maui! Isn't that unbeliev…"

Maxwell cut her off because every second she was digressing from the subject, he was wondering why she just couldn't ask him everything she talked to Leslie about.

"Fran, what did you talk to Leslie about?"

"Well, we talked about you, of course, and the date you two had! You see, it all started when I came across the picture I took of you and her before you left on your date and then Niles made me see the light that she looked exactly like me. I then went into this completely irrational mindset on how you could date a woman who was exactly like me, but you couldn't actually date me. I needed to know what that date was like and she explained that the reason it didn't work out was because you kept talking about me and nothing else. Maybe slipping the children into the conversation, but only if the story was related to me in some way," explained Fran, giving herself time to catch her breath after her long explanation, "Now since that is cleared up, I would like to know what was with that analogy you gave me when you came home. If I'm the most important person to you, even back then, who symbolizes champagne and who symbolizes the ginger ale?"

"Oh Fran, you are champagne! You're bubbly, earthy, amazing and you make me feel good about myself. Ginger ale, as beautiful as it is, just isn't the same. It doesn't make me feel as amazing and the bubbly feeling and the earthiness just isn't the same. You are my champagne and finally after five years, I feel I've finally gotten my order right."

Fran couldn't believe what she was hearing. It was everything she wanted to hear and it was everything she needed to hear. Although, she was missing those three little words that everyone was waiting for to come out of his mouth, she felt she could live with the sweet words he had just said to her for now.

As she began to speak, he put his fingers up to her mouth and indicated that he wasn't done explaining himself. As he seated himself on the couch first, he motioned for her to sit on his lap. She did so willingly and let him finish what he was about to say. Before he continued, he gave her the sweetest kiss on her lips, that even though it was tender, it made her feel faint again, just like the one the night before.

"Fran, when I was at your mother's house, cleaning out the storage room, I came across many things, but one thing in particular that got me and rocked me to my core was this," said Max, as he handed her the picture of her in Sylvia's wedding gown. All that could escape from her mouth was a gasp and she started feeling a kind of nervous excitement.

"When I saw this picture, I couldn't believe how much I hurt you with my fake proposal in front of my mother. You look absolutely gorgeous in this picture and I will be apologizing for the rest of my life for how I hurt you so much. It will eat me up forever and I now know that Jewish guilt has consumed me and made me it's prisoner," joked Maxwell, "and so I must say something to you that I've been holding back…until now that is. Fran, I love you. I love you so much, I can't do anything, but think about you and think about our lives together. I can't sleep, eat, work, anything at all…except for this."

With this, he gave her the kiss of her life, which has now officially trumped last night's kiss and the kiss he just gave her five minutes before. As they broke apart from each other, she looked into Maxwell's eyes and uttered those three little words that he had wanted to hear her say to him just as much as she wanted him to tell her. With the sleepless night they both had and the excitement that just fell upon them, they both agreed to go to their separate rooms and take a little nap, but then later on that day, they would have the date of a lifetime because Max had something special planned for Fran.

They went up the stairs together, both wrapped up in each other, relieved that neither of them had missed out on something special that they both needed in each other. As they parted, they both looked at each other, as they closed their doors. This was definitely the start of something new.

A couple hours later, Fran awoke on her bed, with the best feeling in the world. She couldn't have felt any better than she did at that point. As she stirred in bed, she felt something next to her. Looking to her left, she noticed a box with a note in very specific scroll that read, "_Wear Me!"_ Fran recognized the handwriting instantly and at this discovery, her heart started fluttering. Opening the box, she saw that it was a beautiful emerald green gown. It was too stunning for words and by the looks of this dress, she could tell that tonight was going to be far different from any night in the Sheffield home. Whatever this special man was cooking up for her, it was sure to be something that was intensely creative and extremely romantic.

After getting up off her bed, she found a note taped to the door, written in the same scroll instructing her to be in the dining room at 6pm. Looking at the time, she noticed it was 4:45pm, so she knew that she had to get moving if she was going to be meeting the love of her life on time.

While putting on the finishing touches to her infamous look, she gave herself the once over. She knew she looked pretty good and knew that Max would feel the same. Fran couldn't believe how her day had turned around and how in love she felt with that man down the hall. It was completely surreal and she had to pinch herself on the arm to make sure that this wasn't a cruel dream.

Maxwell stood in the foyer, waiting for the love of his life to come walking down those stairs, looking as breathtaking as usual. As if on cue, Fran appeared at the top of the stairs and walked down just like a glamorous movie star. Maxwell couldn't do anything, but stare at her intently. Nothing could break his focus on her and vice versa. Fran couldn't help, but stare at this handsome man in front of her. Of course, by the time she got down the stairs and had come back to reality for a bit, she was amazed at how with her unbelievable concentration, she hadn't fallen down. Maxwell continued to stare at her, unable to take his eyes away from her. Being the romantic gentleman that he was, he took her hand in his and kissed the back of it. This caused Fran to shiver a little bit, but she decided that it was completely worth it.

"Fran, you look…words can't even describe how you look tonight. I'm so happy to know that we are finally together and that you are here with me," said Maxwell. Words had always been his life, but tonight, he had a feeling that words were going to fail him.

"Well, Maxwell, I'm glad words can't describe how I look," said Fran with her signature nasal laugh, "I would also like to point out that you look way too handsome and that you should feel guilty for being in possession of such…hotness."

At this comment, the two of them couldn't do anything, but laugh at what Fran had just said. Max knew he didn't have to hide behind his feelings anymore and that he could be free from now on. He wasn't a prisoner any longer and knew that whatever he was feeling in his heart, he would try to put into words and express to Fran how important she was to him.

The gorgeous couple walked into the dining room that was, once again, set up just like the night before and this time, they would both be able to enjoy it. Max got in front of Fran, pulled out her chair for her and as soon as she had sat down, pushed it back in. This had to be an absolutely perfect evening and make all the doubts in Fran disappear. Maxwell got into his seat and again, lost focus on what he was supposed to be doing and just stared at Fran. Any other woman would probably be uncomfortable by this attention, but Fran was the complete opposite. This is the consideration she had always wanted from him and now she was finally getting it. She wasn't about to start complaining about attaining her goal that she had set out for herself since day one.

"I'm sorry to be staring, Fran. You're making it very difficult for me to concentrate on anything else," stated Max, apologetically.

"Sweetie, this is the kind of interest I have been wishing to get from you since the first day I started working here. I'm not about to start telling you to concentrate on the beautiful candles," Fran said, again using her nasal laugh.

Her last comment got Maxwell thinking about something and he knew that he had to ask her what was plaguing him.

"Darling, when did it happen for you? When did you know you were in love with me? I need to know, but of course, as I'm saying this, I know I sound pathetic, but it's something that is a need to know kind of thing."

"It's alright, I can answer that for you. Well, when I first started working here, I thought you were the most gorgeous guy I had ever laid my eyes on, especially with that adorable British accent. I felt your looks and your voice fit together perfectly. As time went on, I started developing a little crush on you, but the ultimate crush scene was around the time you went on your date with Leslie, which I can safely say now, got us to this exact moment," she said with a big smile on her face, "But the exact moment I fell in love with you was a bunch of times. What I mean by that is, it took one moment for me to fall in love with you and every moment after that, I would fall in love with you over and over again. The ultimate love moment would of course, be my camp reunion. That night meant so much to me that I ran out the next day and bought the CD with that song that we danced to. You know the song "Two Different Worlds"? It's kind of a ritual for me; I play it every morning before I start my day to remind me of that incredible night."

All Maxwell could do was stare at her with his gorgeous green eyes and take in her beauty, as she explained to him that her feelings have been existent for a few years now. He knew he needed to know the other moments that caused to keep falling in love with him.

"What were the other moments, my darling?" he asked, in a soft and seductive voice. He leaned his head in the center of his hand and started listening intently on all the moments she was listing for him.

"Well, let's see…when I ended up in your bed after Mona's retirement party was a big one, how attentive you were to me after Brighton and I were mugged, after Lenny, my pen pal stood me up, when you were falling in love with your publicist Sydney Mercer, of course, when you proposed to me in front of your mother," said Fran, as she lowered her voice, since she realized she had just made the conversation become more awkward, "Of course, when you danced with me on the cruise, and our beautiful walk through London when we saw Celine Dion. There were other moments, but those are the ones that pretty much did it for me."

Listening to Fran talk about all the times that she repeatedly fell in love with him filled his heart with the best kind of feeling. He also started to formulate an idea on how he could show her what she's done to him these past years. Their date continued and they talked all night long about their feelings finally being out in the open, the kids, their future together and a variety of other topics. They both walked upstairs and decided that tonight may not be the right night for them to physically prove their love to each other. They were also way too exhausted to do anything except catch up the sleep that they lost out on the night before. Maxwell knew he had to plan out what was going on in his mind and finally take that next serious step in the right direction.

"Good night, my darling," said Maxwell, as he kissed the outer shell of Fran's ear.

"Good night, Max. I love you."

All Maxwell could respond was by walking away from her, look at her longingly and blow her a kiss. Fran didn't need anything else, but that, since that form of expression was more than she could've hoped for.

As Fran was about to walk in her door, she felt two arms encircle her waist and whisper something in her ear. She knew immediately it was Maxwell and was immediately aroused by this move.

"What are your plans for tomorrow?" he asked in a whisper, which made his British voice sound sexier than usual.

"I'm not sure yet, but I could be more sure of what my plans are if the right offer were to come up."

"Well, I'm taking the whole day off tomorrow so I can spend it with my beautiful nanny. Does that sound doable to you?"

"Extremely," she said, matching his whispered tone.

Without saying another word, he kissed the side of her neck and walked back down the hall, all the while, looking back at her. She looked back at him, never taking her eyes off of him, while she opened the door to her bedroom. This was too much and she was hoping that this feeling she had was never to end.

After getting ready for bed, Maxwell took out the picture he had of Fran in her mother's wedding dress and just stared at it, similar to how he was staring at Fran earlier in the evening. He knew what he had to do and was intent on doing it. Putting the picture down, he got out a pad and a pen from his night table and began to jot down everything he could rapidly. Everything was clear to him and he knew that Fran would love to experience his moment of clarity with him.

The next morning, Fran awoke to red rose petals sprinkled all over her bed and a note next to her with a heart on it. That man was too much, in the best possible way.

_ My Darling! I was watching you sleep and I knew I couldn't wake you up! I am downstairs waiting to start our fabulous day! Please get ready quickly! I love you so much!_

_ ~Maxwell_

Her heart was flying at this point and she knew that with the thought of him waiting for her, she could get ready in record time. She had something to look forward to so getting ready wouldn't be a problem, unlike all the other times.

She flew down the stairs by the foyer and saw Maxwell standing in the front doorway, waiting for her patiently. He was stunned how fast she got ready and how lovely she looked. Maybe she was just making him wait so he would notice her, which of course, he did every time. Without saying a word, he held out his hand for her and silently, they walked hand in hand out the door to their wonderful day. The day consisted of walking through the park, kissing and laughing, enjoying a delicious picnic, cuddling up together on the blanket they had brought and fooling around, just like two people in love could do. The day was unfortunately coming to a rapid end and they decided to go back to the mansion.

"Fran, I think I'm going to go take a nap. I'm completely exhausted from today and a nap will do me good, especially since tonight we have a second date, which I have a feeling is going to be completely magical."

"Yeah, a nap does sound beautiful right about now. How am I ever going to get up these stairs?" she asked, in the best damsel in distress southern voice she could give. She even looked at him, while she batted her eyes. This sent Max into overload and he knew that playing into her "trick" would be the best decision yet.

Without saying a word, he picked Fran up and carried her up the stairs while giving her the most passionate kiss. One thing Fran was starting to notice about Max was that every passionate kiss he gave was always to make her forget about the last one and concentrate on the current one because the current one was more powerful than the last passionate one.

Maxwell placed Fran at her door, gave her another mind stopping kiss and walked down to his room, again looking at Fran before disappearing behind his door. Oh, that man was a dream come true…Fran's dream come true.

A few hours later, after drifting in and out of sleep, Fran finally woke up to a knock on her door. She got up, opened it, but there wasn't anyone out there. There was a note in front of a long line of rose petals with the words "_Follow me!"_ written on it. She decided that she must see what that handsome man had planned and decided to follow it. As she followed the petals, she noticed that there a few computer print outs on the floor, just waiting for her to read them. They were on the top of the landing and they seemed to be descriptions of events. As Fran read closely, she slowly discovered what they were and tears started to well up in her eyes.

_ 1. Seeing you appear at my door for the first time_

_ you interact with my children_

_ 3. Seeing you at the top of my stairs in that gorgeous red dress_

_ you plan that debutante tea with Maggie_

_ you explain to Gracie that you don't just spend time with her because I pay you to (Yes Fran, I heard the conversation you had with her)_

_ 6. Trying to "revive" Imogene_

_ you go out on a date with Brock Storm_

_ you tell me that you loved me before your tonsillectomy_

_ my sister's wedding to Lester_

_ you after you gave my play a great review_

_ you decide not to marry Danny_

_ Mother Daughter beauty pageant you did with Grace_

_ that you were jealous after I came home from my date with Leslie (Yes, that whole event has brought us to where we are now)_

_ care of little Joshua Elliott _

_ 15. After telling Gracie why we couldn't have a baby together_

_ you while rehearsing Romeo and Juliet_

_ you after you helping me with Jack Walker_

_ dance at your camp reunion (I think this is everyone's favorite memory)_

_ the look on your face when I showed up at your reunion_

_ Yetta told me to stop "cheating on you" with C.C. and told me to look at what I got (I have and it's the best thing that's ever happened to me)_

_ kiss you gave me after you won the Billy Ray Cyrus contest_

_ up in the same bed with you_

_ we came home from the Shakespeare festival_

_ we waited for Lenny at the Russian Tea Room (and then of course, when he stood you up…I'm very glad he did!)_

_ you win the one game of Jeopardy_

_ that you were moving out of Val' apartment and moving back into the mansion (where you belong, of course)_

_ you in the department store after you recovered from your shopping addiction_

_ you get into the elevator with me when I was on my way to my "date" with Sydney_

_ accepting my proposal in front of my mother (I will never be able to apologize enough for hurting you)_

_ look on your face right before my scene for Our Town came on that you did the costumes for (You did an amazing job, by the way)_

_ I couldn't find you after I insinuated you were stupid when in reality, you are smarter than anyone I know_

_ that billboard Valentine you made for me_

_ kissing you right by the billboard_

_ in the tub with you when you had amnesia after you lost Liz Taylor's pearls_

_ I thought I hurt you with the whole incident with Mike LaVoe_

_ Gary Isaacs, your cantor, serenade you and wishing that it were me who had been singing to you_

_ you and kissing you in front of that disgusting Frenchman_

_ the day with you on St. Thomas_

_ 39."Dancing on water with you"_

_ look on your face when I told you I loved you_

_ 41. Your understanding of how I wasn't ready for a commitment_

_ that you might leave us to do The Rosie Show_

_ kiss we shared in my office during my father's visit (which I would LOVE to continue with you very, very soon!)_

_ you up to your room after you hurt your ankle when you missed meeting Nigel on the boat (I'm sure you have a shocked look on your face right now, but Nigel told me everything. I'm not upset with you, but at myself that you could doubt my love enough to leave)_

_ you have a tattoo_

_ 46. Seeing you come home safely from your Holiday vacation with Val_

_ you learn how to play solitaire after your disastrous group date with Val, C.C. and their dates (I wish I could've accompanied you on that date…it wouldn't have been so bad if we had gone together)_

_ look on your face when I told you I missed you while you were being Tasha's muse_

_ you got a part on The Young and the Restless and you might not be coming home_

_ walk through London (Every time I hear the song A Nightingale Sang In Berkeley Square, I think of that day)_

_ 51. Our close encounter in the hotel in London (again, I look forward to finishing that with you, as well)_

_ 52. Close encounter number two in the hospital room (again, we're going to finish that one too!)_

_ 53. Our first date (the beginning, at least)_

_ 54. Kissing you while you were pretending to be Bobbi Fleckman_

_ 55. Rescuing you from the dognappers (Am I really your hero, Fran?)_

_ 56. Finding that picture of you in your mother's wedding dress_

_ you_

_ you I love you without taking it back_

_ you to marry me_

_ 60. You saying yes!_

_These memories are of all the times I kept falling in love with you Ok, the last two haven't happened yet, but if you continue to follow the rose petals, it just might! If you would like me to keep falling in love with you, I insist you follow the petals! Keep going, my darling! Your future awaits!_

The tears that Fran had in her eyes were too much at this point and they were making it very hard to see. She noticed that next to the print out sheets, there were more petals and another notice that said "_Please Follow Me Darling". _Fran slowly took a few steps down the rest of the landing until she could see clear out atop of the stairs. There was a definite long line of petals, but of course, her favorite Brit nowhere in sight. Fran's breath escaped from her body and she started getting a nervous stomach. This was it, the moment she had been waiting for. Maxwell Sheffield, the man that has been on her mind for the past five years, was about to propose to her. This was surreal and felt like she would wake up any minute.

Suddenly, the worst feeling in the world made an appearance in her gut. Her mind started playing the "What If" game and it was starting to conflict her.

'What if Max had never volunteered to clean Ma's storage room, then he never would've found that picture, never would have felt guilted into starting a relationship with me and never would have thought of this clever way to propose. If he never had done any of this, we would still be playing this cat and mouse game and of course, I would still be miserable.'

Fran decided to ignore this feeling and walk down the stairs to the foyer as she followed the line of beautiful rose petals that seemed to go on forever. She walked through the living room, taking in the sight that the wonderful man had set out for her and the notes that kept encouraging her to keep following the path of fragrant petals. It went out the door of the living room, into the hallway and stopped at the closed door of his office. There was a note taped to the door instructing her to read it.

_ Congratulations Fran my darling! I'm glad you made it this far! Please open this door and go look on my desk. There is something there you need to see! Just remember that I love you!_

_ ~Max_

Fran knew she had to see this play out and decided to take a deep breath to see what he had planned. Whatever it was, this was something that took a long time to organize and get set up. No wonder he encouraged her to take a nap…he needed the time to prepare everything so it was perfect. So far, it was pretty close to the definition of the word.

She opened the door and noticed a direct route of petals that led right up to the desk, just as his note had said. The lights were off except for one lone light on his desk. The atmosphere was very romantic, but she was definitely ready to see him so they could talk about all of their feelings. Swiftly walking up to the desk, there was an envelope with her name on it, which she figured, must have been the final note in this little escapade. Opening it, there was the picture that her mother had taken the day of Max's fake proposal with her in the wedding dress. Tears started forming in her eyes when she saw the picture, because of all the memories attached to that day and then of course, from the post-it Max had stuck on it that read _"Wear me!"_

"Oh my God!" she whispered quietly. She was so taken aback by this romantic move that she hardly noticed the song "Two Different Worlds" starting in the background.

"Hello, my darling!" said Max, his voice coming from the terrace that was now lit up with twinkling lights.

Without saying a word, she turned her head to face him, the tears now rolling down her face. He walked over to her in a few strides, used his thumbs to wipe away her tears and gave her one of his famous passionate kisses. This made Fran gasp a bit and as shock of his intensity wore off, she matched his passion. The doubts that had been in her head before were pushed to the back of her mind and she figured that she would deal with them later.

"So, what do you think? Do you think you could wear this dress for me?" asked Max, in a low and seductive voice.

"No…"paused Fran, intent on playing a game with his mind.

Max just stood there with a confused look on his face. He couldn't believe the answer that she had just given him. This is what she had been waiting for and he was finally ready to give it to her. Her answer had just baffled him beyond belief.

"What do you mean 'no'?" asked Max, a little annoyed at this point.

"I mean, I can't wear that dress…but I can wear something _similar_ to it!" exclaimed Fran, now smiling with that big smile that could melt his heart.

"You're really something, you know that?" said Max, relieved that she was kidding about the whole dress thing, "so, if I'm asking you to wear that dress, I mean, a dress similar to it, then maybe I should do this properly. So, Fran Fine, will you marry me?"

As he was getting down on one knee and started proposing, she could hear him take a deep breath, but of course, never faltered. Maybe her doubts were typical worries that meant nothing. Maybe she should take it as a sign that fate was giving her what she was meant for. She was to become Mrs. Maxwell Sheffield and the stepmother to Maggie, Brighton and Grace Sheffield. Wiping the tears away, she noticed that she hadn't responded to Max yet and knew that he was waiting for her answer.

"Yes Maxwell, I would love to marry you!"

"Yes!" shouted Maxwell, as he got up, put the ring he was holding on Fran's left hand, and spun her around, while holding her tightly in his arms.

The dinner they eventually sat down to enjoy was silent, but it was a comfortable silence. There was nothing to say at this point because for right now, their eyes were saying it all to each other. Well, at least Maxwell felt this way, but unfortunately, that nagging feeling that Fran had returned ten fold. The What-ifs came back and wouldn't leave her be to revel in being a newly engaged woman. Of course, she had been engaged before, but this time it was different. She was engaged to a man she truly loved and she didn't want anything to spoil that for her. However, when it came to Fran, nothing could be perfect, so her inconvenient feelings were here to stay unless she talked them out. She decided that this wasn't the time to talk, but to just love, love like she had been for the past five years.

"What are you thinking about, Darling?" asked Maxwell, dreamily.

"You and me, what else could I possibly think about at this moment," said Fran, quickly. She couldn't think of anything else to say to him when he asked her and of course, she rationalized that she wasn't lying because she was thinking of the two of them.

Maxwell couldn't do anything else, but stare at Fran with his beautiful, dark green eyes while picking up her left hand and kissed it. He was definitely on Cloud Nine and nothing could spoil the way he felt. After dancing a few dances together, they decided to go to bed, separately, knowing that they had to set a good example for their kids. This actually made Fran feel a little bit better because then if she did spend the night with him, she might feel guilty the whole time and that would've spoiled the whole moment for her.

Sleep didn't come easy for either of them that night, but of course, for different reasons. Fran kept thinking of the What If's again, adding in some other worries and Max was too excited that he finally got out of his own way and let himself be happy again. Fran knew that the next time she saw Maxwell, no matter what, she would talk to him and maybe that would make her feel better about their future. She knew that Maxwell was excited about their impending marriage and maybe their talk would spoil it, but this was something that needed to be discussed before anything could happen.

The next morning came fast for both of them and they knew that this day would be another eye opening day for them to experience. As if the past week hadn't been filled with enough wonderment, they would soon find out differently.

Fran walked into the dining room and noticed that her beautiful fiancée was sitting in his usual spot, reading the paper. Of course, as soon as she made her presence known, he put the paper down and smiled one of his electric smiles at her. This, alone, made her knees turn to jelly, which of course, made it hard to walk or even speak. She finally composed herself and seated herself in her usual seat next to Max and began to eat. All Maxwell could do and watch the woman he loved more than life itself. The way she sat down in her seat, the way she cut her Belgian waffle and also, the way she added syrup to her plate. It was definitely love if the little things about her were making his heart pound. Fran knew he was staring at her and couldn't help, but look at him, with a small smile on her face and leaving her eyes on his for a few moments.

"So, how was your first sleep as a fully engaged woman?" asked Max.

"It went well, thank you. How was yours?" asked Fran, quickly. She knew she had to have this conversation with Maxwell very soon because she hated being so short with him.

"Well, I would say as a fully engaged woman, I slept very well," joked Maxwell.

All Fran could do was give a nervous little laugh and go back to cutting her waffle. Max could tell that something was wrong with her and that she had something on her mind when she acted like this. Finally, Fran couldn't take it anymore and knew that after they were done eating breakfast that she had to speak with the man of her dreams about her fears and resolve any doubts she had.

"Um, Maxwell, after breakfast, do you think that we could talk privately in your office. I need to talk to you about something important," stated Fran, with the utmost seriousness in her voice.

"Of course we can, darling. I'm almost done so I'll just meet you in there when you're done."

"Good, because I don't know how much longer we can go without discussing this," explained Fran and with that, she got up from the table with her plate of uneaten food and walked into the kitchen.

This action of hers started to worry Max to no end since she walked away from the table without finishing the food in front of her. Usually, she finished everything off of her plate and even picked off of his. What was so important that couldn't wait a single second more? With every passing minute since she had departed from the table, Maxwell's worries had increased and he knew that he couldn't even finish his breakfast because his stomach was now in knots.

Walking into his office, he noticed Fran sitting on the green couch, biting her nails, which of course, he knew was the nervous habit she had when she screwed something of his or scared about something. There wasn't any kind of business deal that she screwed up, so it must be something that she's scared of. Whatever it was, Max knew that they could fix it together.

"Darling, you look positively terrified, now what seems to be the problem?" asked Maxwell, as he knelt down in front of Fran, taking her hands in his.

"Well, this has to do with us and our future together. I know if we don't talk about this now, I'll never get the courage to tell you this and then life will become unbearable." Fran couldn't take much more of this and looking into Max's pleading green eyes wasn't helping matters. She let go of his hands, got up from the couch and started pacing back and fourth in front of his desk. Her nerves had expanded to the size of the mansion and the lump in her throat was practically choking her.

"Ok, I'm just going to get this out because I know if I don't, it's going to consume me and I feel I'm going to pass out from nervousness. Maxwell, I can't seem to shake the nagging feeling that if you hadn't been cleaning out my mother's storage room, then you never would've found that picture of me, you wouldn't have been consumed with guilt, then you never would've admit your feelings to me and you never would've proposed. I just feel like you were pressured into all of this that has just transpired and I don't want to force you to do something you really don't want to do," clarified Fran, on the verge of tears.

"Oh my darling, can't you see? Fate had a helping in all of that. I was meant to clean out your mother's storage room, see that picture and admit my feelings to you at this point in our relationship. Was there another time that I was meant to do that, such as, in the palace of a Sultan in the Middle East?"

"Don't sugar coat these issues we have with talks of 'fate' and 'meant to be'. That's an easy trick to use to get out of thinking that maybe certain things should or shouldn't have happened. What I want to know is if you hadn't cleaned out Ma's storage room, would you still have admit your feelings to me in this same way?"

"Well, maybe not the exact same way, but I'm certain that it would've happened a different way and wouldn't have been too far away from happening, but Fran, you need to understand, it didn't happen differently, it happened this way and you shouldn't question it. Also, I have recently started believing in fate and destiny because when you've lived my life, and everything that has happened with my parents and with Sara dying, that's just the way you need to start looking at life!" explained Maxwell, who at this point was starting to get a little annoyed that Fran was questioning his motives.

Fran was satisfied with that explanation, but wasn't feeling any better because the night before when she was trying to fall asleep, more suspicions and worries crept into her mind that need to be explored and this time, Maxwell Sheffield was the only one who could help her.

"Ok, I can understand your reasoning for that, but I still have some worries that I need you to explain to me, and this time, only you can help me see the light," stated Fran. While taking a deep breath, she started to venture out her other concerns.

"Why did it take you so long to admit your feelings for me, but for other women, it didn't seem to be a problem?"

"What other women are you talking about?"

"Leslie, Sydney Mercer, the blonde chick you brought home that one time when you were drunk and Bobbi Fleckman, to name a few. You didn't seem to have any problems committing to them or elevating your relationships with them, but with me, there was always hesitation and something always prevented you from stopping. For example, if Sydney hadn't been gay or I hadn't been sleeping on the couch downstairs when you came in the house making out with the blonde, what would've stopped you from pursuing a future with them?"

"I don't know," answered Maxwell, quietly, "all I know is that I chose you. You are the one that I want by my side forever; you are the one that surpasses all the others."

"That's not a good enough answer for me, Maxwell, I'm sorry"

With this answer, Max had had enough and knew that it was time to turn the tables on her. He knew this wouldn't end well, but he was tired of her listing all of his mistakes and misjudgments.

"Well, what about you, Fran? What about all the men that you paraded through that door? Danny, Phillipe, the con artist and the stowaway? What about all of them? You haven't made the best choices either. What if C.C. hadn't told me what Phillipe had done to her in the kitchen or I hadn't been on the cruise ship when you found out about Steve being a stowaway, what would you have done then? So, before you go and start pointing the finger at me and flogging me for all of my mistakes, maybe you should look at your past relationships or whatever you want to call them and see if you should be looking down on others."

"This is why I brought this up now instead of further in our relationship because maybe it seems we have too many issues to start a life together."

"I think it's you, Fran, who has too many issues to start a life with me because despite all the winners you've picked over the years, I was ready, willing and able to look beyond it and just look to you and me. All of these years, the question has been 'What is Maxwell afraid of?' but I think the real question should be, 'What is Fran afraid of?' So Fran, what are you afraid of? Is it me, do I scare you? Are you scared that you're going to wake up and this will all be a dream or are you just scared that someone is actually capable of loving you without an ulterior motive or can love you without cheating on you, duping you, being related to you, or even being a schoolmate of Brighton's?"

After what Maxwell had just said to her, she was no longer on the verge of tears, but silently crying. She couldn't believe what had just come out of his mouth about her past. When bringing his up past, she hadn't been that descriptive, but it seems he had no problem bringing up men from her past.

"I'm not afraid of any those things, but I'm more afraid of getting hurt, pretty much the way you just hurt me," cried Fran, as she walked past him, out the door, through the living room, up the stairs and to the safety of her room.

After seeing the tears in her eyes and watching Fran walk out of the office, the smoldering, angry look he had on his face softened. He had hurt her more than he could have thought possible. He felt horrible about how he had just spoken to her and knew that he had to rectify what he had just said to her. As he thought about "rectifying" everything with Fran, he chuckled to himself when he used that word with Fran for the first time and she had said something about that sounding painful. It was moments and little things like that which separated those other women from Fran. She had little quirks about her that were absolutely charming and irresistible. Yes, this was something that he was going to have to fix because there wasn't any way that he was letting her go so easily. Jogging quickly through the living room and up the stairs to her room, he got to her door and knew everything that he would say to her.

Opening the door and letting himself in, he looked over at her sitting upright on her bed, sniffling while he leaned against the now closed bedroom door and just stared at her. She looked up at him with tears in her eyes, and then turned her head away from him. He walked over to her bed and sat down beside her, looking at her, willing her to look up at him. As if she could read his mind, she looked up at his beautiful green eyes and knew what he was thinking. Without hesitating, both moved into the other and gave into the most powerful hug either of them had ever experienced. Fran had started sobbing so hard into Max's shoulder, while Maxwell hugged her so tightly; he thought he was going to snap her into two pieces. He started to loosen his grip a bit and just started to comfort her as her sobbing had started to lessen. After a few minutes in each other's embrace, they pulled apart and looked at each other. Their eyes were filled with love and apologies, all the while knowing that they had some talking to do.

"Maxwell, I need to explain to you, that I wasn't trying to lash out at you when it came to the women from your past. What I was trying to ask you and maybe I needed to be a bit clearer with my question, is what did those women have that I didn't? I mean, I was in front of you the whole time, but with those women, there must've been something special about them for you to choose them, especially if _you're_ choosing them."

After her clarification, Maxwell understood what she was asking him and he had the perfect answer for his beautiful Fran. Reaching out for her face and swiping away the tears that had been lingering there from before, he knew this was the moment of truth that she would understand his explanation or that this would possibly be the end of their relationship.

"Oh Fran, there wasn't anything special about those women except that they were nice distractions from my feelings for you. I knew I wasn't going to find that 'something special' in those women because I had already found it in you. I mean, those women obviously didn't last because, in the end, I think I knew I was always going to choose you. We all know what happened with Leslie because we already discussed that and Sydney was gay, so there wasn't anything that was going to happen there. Danielle, or the 'blonde chick', that you've decided to call her, wouldn't have worked out and I can safely say now that if you hadn't walked in on us making out, I would've stopped her before anything major happened and for the last time, there was nothing going on between me and Bobbi Fleckman. Like I said before, I chose you. You are the woman I want in my life forever, you are the woman I want making me laugh with your quirkiness and your charm. You, Fran Fine, I want more than anything in the whole world."

Fran came to the realization at that moment that maybe she just needed to hear her Maxwell say those words to her in order to help her see that she was just overreacting and that she was his forever. Speechless at what he has just said to her, she cuddled up to him, with her head in between the top of his arm and the beginning of his shoulder. He put his arm around her and strokes her arm slowly, knowing full well that she understands what he has just explained to her and that they've seemed to make it through this rough patch. They stayed in this position for a few hours, as they fell asleep in each other's arms. Waking up would be the best feeling in the world, for they knew that they were safe from any harm and knew that whatever they needed to face, they could face together.

Looking over at her alarm clock, Fran decided to get up and get something to eat, leaving her sleeping love in her bed since their fight and make up had been very exhausting for him. She hated to leave the security of his arms, but she knew that if she didn't get something in her stomach soon, she would pass out, fortunately this time, for different reasons.

Walking down the stairs, she felt so much better about being engaged to Maxwell and that nagging feeling she had was completely gone. Now, she couldn't wait to be married and of course, for other things. Thinking of those other things were making her blush, yet were exciting her at the same time. She just wanted to leave all of this food down here, go back up to her room, wake him up and take him right there. This is what he did to her and she couldn't take it anymore, but knew she had to exercise some self control. Sitting on the stool by the counter eating a piece of cake, all she could think about was Maxwell. She wanted him here next to her, eating cake with her and just being with her. She missed him, she couldn't believe it. He was upstairs in her room sleeping, just one floor up and she missed him. All of a sudden, she felt two strong arms encircle her waist and a pair of lips kissing the side of her neck.

'Hmm…seems like he missed me, as well,' thought Fran.

"Why did you leave me all alone in that bed, Fran?"

"Well, I didn't want to leave, but I knew if I didn't, my stomach was going to start grumbling louder than a garbage truck on an early Tuesday morning."

That analogy made Maxwell chuckle slightly, as he took the fork out of his betrothed's hand and started nibbling on the cake she had. Annoyed, Fran grabbed the fork out of his hand and stuffed a big piece in her mouth.

"Hey, get your own piece of cake, mista" said Fran, her mouth stuffed with cake.

Maxwell took this opportunity to take Fran into his arms and give her the most passionate kiss she had ever had in her life that had bested the other kisses he had ever given her since he had met her. Their tongues were involved in this encounter, which made it that more passionate. After breaking apart, Fran was in a daze, but realized that she didn't have as much cake in her mouth as before. She then caught Maxwell chewing a bit and licking his lips, as he walked away from her and made his way to the refrigerator. Grabbing a couple of drinking glasses and the milk carton, he made his way back to the counter while observing the look of surprise on Fran's face.

"What? You told me to get my own piece of cake so I did," said Maxwell, in his most flirtatious voice.

"Well then, we should share food more often," Fran said, as she nudged him in the ribs and gave him a sexy wink.

It was flirtations like this that made him unbelievably sexy in her eyes. She had to admit that ever since they became engaged, she had noticed he had loosened up and was a lot more comfortable in his own skin. This wasn't the guy that she was used to before admitting his feelings to her and she was starting to fall in love with him all over again. This was a different version of himself and she was happier with this Maxwell.

"You seem very quiet, darling. Is everything alright?" asked Maxwell, his voice dripping with concern.

"I was just thinking about how silly our fight was today. How could I ever think that you were admitting your feelings for me and proposing to me out of pity? That's not the man that I know and love. I'm an idiot, aren't I?"

"I never want to hear that last sentence come out of your mouth again! You are many things, Fran, but idiot is far from it."

While saying this to Fran, he wrapped his arms around her and gave her a tender kiss. It wasn't the award winning kisses that she was just getting used to the past couple of days, but this one was special, because it wasn't a big thing.

"You know, this may surprise you, but we're going to have fights. Everything isn't going to be picture perfect with us all the time, but I can promise you that making up after our fights is going to be mind blowing," stated Maxwell, his eyes staring right into hers. She noticed that there was something in his eyes that she had never seen before. He never had it with any of the other women he was with and until this moment, she never saw this look either. His eyes became darker and shadowed, which sent a chill through her. It was as if his eyes were doing all the smiling instead of his mouth. Her skin started getting goose pimply and her heart was beating like a drum. He seemed calm and collected as he continued to stare at her like this.

"Wow, I have never seen that look in your eyes, Maxwell Sheffield," Fran said, breathlessly.

He started opening his mouth to speak, but words weren't going to be used for this one. He just continued to look at her with his uninterrupted look of love. He lowered his mouth to hers and captured her breath with his as she started feeling weak in the knees. His strong arms held her up as he started to feel her slide down his chest. It made him extremely elated that he could make her feel like jelly. Since he knew that her legs were going to be of no use to her now, he just picked her up in his arms and started walking out of the kitchen and up the back stairs. He spent the entire walk from the kitchen to their final destination, kissing her, not really paying attention to where he was going. Thankfully, he didn't run into anything or anyone. The anyone part may have dampened the mood a bit and whatever was going to happen right now, would have to be put on hold. He finally got to the hallway that had both of their bedrooms and as he put her down, they looked at each other for the longest time.

"I was thinking that maybe we could practice one of those mind blowing make up sessions right now, if you would like," said Maxwell, his eyes becoming darker and more shadowed than before.

Before Maxwell could even get an answer, Fran had run into his arms and gave him the best passionate kiss she could muster. The first few seconds, Maxwell himself, was caught off guard, but eventually gave into what he was feeling. He turned Fran against the back of his bedroom door, kissing her frantically and trying to turn the knob so he could get her into that room immediately. Finally, opening the door, they stumbled in, looking at each other for a nanosecond, then rushing towards each other without delay.

The whole night was spent making up for the terrible fight that they had endured together and knew that, in the future, this would be the best part of any fight that they would ever have. During the night, while they took a break from their activities, Fran came up with a brilliant idea.

"Sweetheart, I've been thinking about some things. That whole fight we had today wasn't any fun at all, but afterwards definitely was. I was thinking, in the future, how about when we feel a fight coming on, we just skip it and go straight to the making up."

Maxwell had to chuckle at this thought that his love had come up with, but as he was thinking it through, he didn't think that was a bad idea. The fighting wasn't any fun, but after the yelling and name calling was over, it would be the best thing either of them could ever face.

"That sounds like a marvelous idea, darling! I'm all for it," he said, with a smirk, "and you know, for some reason, I feel another fight coming on and instead of going through all that pain again, why don't we just skip to the making up, huh?"

"Top notch," said Fran, in her best British accent, "top notch!"

As the two were getting started for yet another round, Fran decided to breathlessly admit something to Maxwell.

"You know, sweetheart…too bad…we couldn't…do this when we would fight…before when…we were just…employer and employee,"

"Well darling, I need to admit something to you," said Maxwell, as he stopped what he was doing to look at Fran, "in my head, we did this every time and it was always better than the last time."

"You know, after we would fight, we could've done this and I wouldn't have had any objections to it. I hope you know that," said Fran, with the hugest smile on her face.

With that, the two lovebirds were back to what they recently discovered they do best: making up all night long.

Four months later, the Sheffield-Fine wedding day was here and everyone showed up to see it actually happen. Fran came down the aisle in a simple white wedding dress and the biggest smile on her face anyone has ever seen a person have. Maxwell just continued to stare at her with a smirk on his face. Immediately zooming in on his eyes, Fran saw them darken in a matter of seconds and knew what he was thinking. The man couldn't get enough and she knew that it would be painful for her to wait, as well. They still had the wedding reception to get through and the limo ride to the airport.

Approaching Maxwell at the end of the alter, his eyes were darkened so much that she couldn't even see his sparkling green eyes anymore, but of course, this look he was giving her, was a complete turn on. He pulled her into him, to make it seem to everyone else that he was giving her a kiss on the cheek, but in reality he had to tell her something very important that just couldn't wait.

"You know darling," started Maxwell in a whisper, "I really hate the flowers you picked out for the reception."

This made Fran chuckle slightly, knowing that he was trying to start the fight, so it could lead up to a passion filled wedding night, but she had a trick up her sleeve already

"Don't tell me, sweetheart, tell Ma…she's the one that picked them out."

At this, Maxwell choked a little bit at what he was just told, then looked into Fran's face and saw his beautiful nanny holding back the laughter.

"Excuse me, gentlemen," said Maxwell to the Rabbi and Priest, "but I have to do something first that just can't wait."

With this, Maxwell took Fran into his arms and gave her the biggest passionate kiss that has just been like all the others, except this one left her breathless, which to her recollection, it has never done before.

"Have I told you lately that you're, by far, the best nanny in the world?" asked Maxwell.

"You tell me all the time, one way or another," said Fran and with that, the ceremony everyone was waiting for, had begun…and so had their lives together.


End file.
